Entire Section

  • Contents of Listing Documents

    • 18B.09

      In addition to the information set out in Appendix 1A, a SPAC must include in its listing document:-
      (1)    a prominent statement on the front cover of the listing document stating that the securities of a SPAC are only to be issued to, or traded by, Professional Investors, and that the listing document is to be distributed to Professional Investors only;
      (2) the information required by rule 15.03 for all warrants issued or granted by the SPAC;
      (3) the information referred to in rule 18B.10 regarding the SPAC Promoters as at the latest practicable date;
      (4) the identity of the trustee or custodian referred to in rule 18B.17 and the details of the SPAC’s trust or custodian arrangements (including the circumstances under which the funds in the escrow account may be released);
      (5) full disclosure of the SPAC’s structure, the types of securities issued or to be issued by the SPAC and their nature, including details of any proposed earn-out rights referred to in Note 1 to rule 18B.29(1) and the mechanism under which the Promoter Shares are to be converted into the shares of the Successor Company;
      (6) prominent disclosure of the major risk factors relating to investment in the SPAC (including those relating to liquidity and volatility of its securities);
      (7) its business strategy including its criteria for selecting a De-SPAC Target (including its target business sector, types of assets, and geographic area for the purpose of undertaking a De-SPAC Transaction);
      (8) a statement by the SPAC Directors that the SPAC has not entered into a binding agreement with respect to a potential De-SPAC Transaction;
      (9) terms of (a) the initial investment in the SPAC by; and (b) the benefits and/or rewards prior to or upon completion of the De-SPAC Transaction that will be provided to, the SPAC Promoters, the SPAC Directors, the senior management of the SPAC and their respective close associates (including justification for any discounts to the initial investment, and value of the benefits and/or rewards, and a commentary on the alignment of their interests with the interests of other shareholders);
      (10)    (a) prominent disclosure on the impact of dilution to shareholders due to (i) there being less equity contribution from the SPAC Promoters in respect of the Promoter Shares (and such other known dilutive factors or events); (ii) the exercise of the warrants; and (b) any mitigating measures taken to minimise the impact of dilution to shareholders; and
      (11)    voting, redemption and liquidation rights of SPAC shareholders including the basis of the computation of their entitlements in the event of a redemption of shares and liquidation of the SPAC.